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CONTRACT 7535 OtherAgreement No. 7535 Citibot Subscription A reememi.t. This Agreement is made by and between the City of El Segundo, California, a general law city and municipal corporation ("City" or "El Segundo") and Citibot, Inc., a Delaware corporation ("Citibot"), hereinafter referred to collectively as (the "Parties"), for the services outlined herein. This Agreement is dated February 5, 2026. 1. Definitions. Capitalized terms used but not otherwise defined herein shall include the meanings ascribed thereto in the Terms of Service below, as applicable. "Service" collectively refers to the Citibot City website chatbot customer service platform, software and/ or services made available to City/County/Agency. The features include (1) questions and result answers; (2) service request submittal (a list of search requests is referenced below and would be a part of an integration into Catalis), and (3) direct message pathway. "Content" collectively refers to any and all information, including any text, graphics, and/or other materials, submitted to or made available through the Service. Content submitted to the Service by City or any Authorized User is referred to as "User Content," and all other Content of the Service is referred to as "Citibot Content." "Subscription" refers to the right granted by Citibot to City to access and use the Service and the Content, subject to the terms and conditions of the Subscription Agreement. "Authorized User" refers to designated employees of the City and any agents and/or contractors of City authorized to access and use the Service and the Content. 2. Term; Termination, a. Term. The initial term of the Subscription Agreement shall commence on the date of this Agreement's execution by the Parties or as outlined in the pricing table and continue in effect for three years at rates as specified in the post installation maintenance, hosting, support, and software as a service section as described below. During the term of this Agreement, City may terminate this Agreement or any portion of the Service at any time by providing written notice pursuant to this Agreement, with or without cause. Upon termination of this Agreement, and effective immediately, Citibot shall cease all Service related to this Agreement. The City shall be obligated to pay Citibot only for that portion of the Service provided and accepted by the City, on a pro rata basis if applicable. Citibot shall bear all 1 Agreement No. 7535 cost and responsibility for Service provided by Citibot beyond the termination date. The City Manager may exercise such right of termination on behalf of the City. b. Effect of Termination. Upon the termination of this Agreement, the subscription and all rights granted to the City and the Authorized User(s) in the Subscription Agreement are immediately revoked, including, without limitation, all rights to use the Service, any portion thereof, and any Citibot Content obtained through the Service. 3. Installation Fee; Subscription Fee; Payment. City is responsible for payment of the Installation and Subscription Fees as described in this Section. Payment shall be due to Citibot within thirty (30) days upon receipt of the Invoice, and the rates are presented in this table below. i ftlementation Fees $5,500 $0 �n $0 Integration fee to Catalis $5 000 $0 $0 Annual Subscription - Web Chat $7,000 $7,250 $7,500 nualSubscription- $1,000 $1,100 $1,200 anguage Translation Total Fees: $18,500 $8,350 $8,700 Year I The pricing is reflected in the table above. Implementation Fee: Upfront development and installation cost should consider the software cost as well as initial configuration and setup costs, initial license costs, training, implementation, and Catalis Integration. Breakdown: This Cost considers installation fees as well as all costs associated with training and implementation with the City staff. 1. Web Chat Annual Subscription: Post Installation maintenance, hosting, support, and software as a service cost: Citibot will invoice this payment upon execution by the Parties. E Agreement No. 7535 2. Multi -Language Translation API: Post Installation maintenance, hosting, support, and software as a service costs. Citibot will invoice this payment upon execution by the Parties. Year 2 and 3 The pricing for Years 2 and 3 is reflected on the table above and is defined by the language in the Year 1 description above for each service category. Service Requests Included in this system with a corresponding Al build conversational chat capability and available for a Catalis integration when appropriate during the life of this Agreement Post Installation maintenance, hosting, support, and software as a service costs. Pothole Missed Trash Pickup Trash Can Repair Missed Recycling Pickup Recycling Can Repair Flooding Lost Dog Dead/Stray Animal Broken Street Sign Broken Traffic Light Broken Street Light Fallen Tree Broken Pavement/Sidewalk Noise issue (Barking Dog, for example) Tall Grass/Weeds Abandoned Vehicle Unlicensed Business Operating in Home Graffiti Hazardous Materials Illegal Dumping Mosquitos Prohibited Outside Storage Sewage Yard Upkeep Zoning Infractions 3 Agreement No. 7535 Cave In Traffic Direct Message Submittal Other Service requests can be added to the Al conversation flow for $75/hour and not to exceed 7 hours per service request. 4. Representation and Warranty. Each party represents and warrants to the other party that it has the full power to enter into the Subscription Agreement and to perform its obligations thereunder. 5. Software as a Service. Citibot is selling its software as a service. Thus, none of Citibot's employees shall be deemed employees of the City. 6. Venue/Jurisdiction.. This Agreement is governed, interpreted, construed, and regulated, in accordance with the laws of California, and exclusive venue for any action involving this Agreement will be in Los Angeles County. 7. Public Records. Citibot acknowledges that it is acting on behalf of a Public agency and that this Agreement is subject to the provisions of the California Public Records Act, and that Citibot must comply with the public records laws of the State of California. 8. Indemnity a. Citibot will save harmless and indemnify and at City's request reimburse defense costs for City and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from (1) violations of data protection or artificial intelligence laws and (2) any negligent or wrongful act, error or omission by Citibot or any of Citibot's officers, agents, employees, or representatives, in the performance of this Agreement. b. Citibot will indemnify, defend, and hold harmless El Segundo against all claims, suits and actions asserted by an unaffiliated third party against the El Segundo for liabilities, damages and costs, including reasonable attorneys' fees, incurred in the defense of any claim brought against El Segundo alleging that any software or the Services infringe or misappropriate a third-party's U.S. registered patent right, trademark, or copyright (an "Infringement Claim"), provided Citibot is promptly notified of any and all threats, claims, and proceedings related thereto and given 4 Agreement No. 7535 reasonable assistance and the opportunity to assume sole control over defense and settlement. El Segundo shall not settle or compromise such Infringement Claim without the express written consent of the Citibot. c. Citibot's indemnity obligation under this Section shall not extend to claims that arise from: i. An unauthorized modification of the software or Services by El Segundo where the software or Services would not be infringing without such modifications; ii. Customized portions of the Services designed in accordance with written specifications provided by El Segundo where the software or Services would not be infringing but for Citibot's compliance with such written specifications; iii. The failure of El Segundo to install an update to the software or Services provided by Citibot that would have avoided the actual or alleged infringement; iv. The combined use by El Segundo of the software or Services with other components, products, or services not provided by Citibot where the software or Services would not be infringing but for such combination; and/or v. Workflows, analytic applications, algorithms, or other applications or programming built by El Segundo or created by or on behalf of El Segundo without Citibot's approval. d. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase and Citibot's performance, including, without limitation, any technical, professional, or support services, or any actual or alleged infringement or misappropriation of intellectual property rights, Citibot will defend City (at City's request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. e. For purposes of this section, the terms "City" and "El Segundo" includes City's officers, elected and appointed officials, employees, and volunteers. f. It is expressly understood and agreed that this section will survive termination of this Agreement. The requirements as to the types and limits of insurance coverage to be maintained by Citibot, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Citibot pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 9. Insurance a. During the course of performing its duties under this Agreement, Citibot agrees to maintain the following levels of insurance: (a) Commercial General Liability of at least $2,000,000 in aggregate and $1,000,000 each occurrence; (b) Technology Errors and Omissions of at least $2,000,000; (c) Cyber Liability of at least $2,000,000; and (d) Workers' Compensation complying 5 Agreement No. 7535 with applicable statutory requirements. Citibot will provide City with copies of certificates of insurance. b. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Such insurance will be on an "occurrence," not a "claims made," basis. C. Cyber Liability Insurance shall be sufficiently broad to respond to the duties and obligations as is undertaken by Citibot in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. d. Technology Professional Liability Errors and Omissions Insurance appropriate to the Citibot's profession and work hereunder, and shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Citibot in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. e. Citibot will furnish to City a duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, and endorsed with the following: i:. Additional Insured endorsement with this language: "The City of El Segundo, its officers, elected and appointed officials, employees, and volunteers as additional insureds," through ISO Form CG 20 10 1185 or CG 20 10 with CG 20 37; ii. Cancellation endorsement with this language: "The City of El Segundo will receive thirty (30) days written notice in the event of cancellation, nonrenewed or reduction." iii. Primary and Non -Contributory endorsement with this language: "Coverage is primary and non-contributory such that any other insurance that may be carried by the City of El Segundo will be excess thereto." f. Citibot shall provide any other endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. n Agreement No. 7535 Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." g. Should Citibot, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Citibot's expense and deduct the cost of such insurance from payments due to Citibot under this Agreement or terminate this Agreement pursuant to Section 2. 10. Data Security an C ber Insurance a. Citibot will implement commercially reasonable administrative, technical, and physical safeguards designed to ensure the security and confidentiality of all input data, output data, and metadata derived from customer usage ("Customer Data"), protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. Citibot will review and test such safeguards on no less than an annual basis. b. El Segundo shall maintain, in connection with the operation or use of the products or services set forth in this Agreement, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, and non -repudiation and virus detection and eradication. c. Each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of Customer Data or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the Customer Data and the nature of the Customer Data being protected. If necessary, the parties will cooperate to document these measures taken. d. Citibot's cyber liability coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Citibot in this Agreement and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. e. City of El Segundo shall be added as an additional insured on all required insurance policies. 11. Data Ownership 7 Agreement No. 7535 a. All Customer Data generated through the Citibot chatbot platform will be exclusively owned by the City. Citibot stores the data in the AWS s3 cloud facility that is exclusive to the City. Specifically, that means that this data will never be transmitted or commingled with any other third party. Citibot is prohibited from using Customer Data for training models, fine-tuning models, or analytics beyond City's account. Citibot is prohibited from disclosing Customer Data with any subprocesseors, other Citibot customers, or human reviewers. The City may choose whatever data purging procedure as mandated by the City. b. At the Termination of this Agreement, Citibot will transmit this data to the City within 15 days of Termination, based on the City data transmission policies. 12. Al System Design; Mitigation of False or Harmful Outputs a. Citibot represents and warrants that the Al system and any underlying models, tools, or components used to provide the Services (the "Al System") are not intentionally designed or configured to generate false, fabricated, misleading, or harmful outputs ("Hallucinated Outputs"). b. Citibot further represents and warrants that it has implemented, and will continue to maintain throughout the Term of this Agreement, commercially reasonable and industry -standard measures to reduce the likelihood of Hallucinated Outputs and other inaccurate or harmful results. Such measures shall include, at a minimum: 1. appropriate model training, testing, and evaluation practices; 2. use of guardrails, filters, or other technical controls designed to reduce unsafe, misleading, or factually incorrect outputs; 3. documented quality assurance, monitoring, and improvement processes; and 4. timely remediation of known issues that materially increase the risk of Hallucinated Outputs. c. Citibot shall promptly notify City if Citibot becomes aware of any systemic issue in the Al System that materially increases the likelihood of Hallucinated Outputs affecting City's use of the Services and shall take reasonable corrective action without undue delay. d. Citibot acknowledges that City is relying on the accuracy and reliability of the Al System in connection with City's operations, and the foregoing obligations are material terms of this Agreement. e. The City acknowledges that the only instance that the Citibot platform will hallucinate is exclusively due to the City having incorrect, inaccurate, outdated, or inconsistent information on its website, in PDFs that can be found on the City website, or information in any third -party systems that the City uses to store information. Citibot commits to only include data in its chat E: Agreement No. 7535 knowledge base that has been generated by the City and that the City will pre -authorize the specific information that can be used in the Citibot knowledge base. 13. Compliance with. Laws. Citibot shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments, during its performance of the Service in this Agreement. Each party is responsible for paying its own all federal and state income taxes, including estimated taxes, and all other government taxes, assessments and fees incurred as a result of its performance under this Agreement and the compensation paid by or through this Agreement. 14. Notices. All communications to either Parry by the other Party must be in writing and will be deemed made when received by such party at its respective name and address as follows: If to Citibot: Attn: Bratton Riley CEO 656 Ellis Oak Avenue, Suite 108 Charleston, SC 29412 843.324.6167 brattonncitibot.io If to CITY: Attn: Todd Selby, Acting ITSD Director City of El Segundo 350 Main Street, El Segundo, CA 90245 (310) 524-2375 tselbv(& elsegundo. gov Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid, and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this section. 15. everabilit. If any provision of this Agreement is unenforceable, invalid, or conflicts with applicable law by a court of competent jurisdiction, then such term or provision shall be deemed stricken, without the need for a formal amendment, and the remainder of the Agreement shall remain in full force and effect. 16. Entire A reernent. This Agreement, and its Exhibit(s), sets forth the Parties' entire understanding. There are no other understandings, terms or other agreements expressed or implied, oral or written. Except as otherwise provided, this Agreement will bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns. 17. Modification. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing and signed by both Parties hereto and approved by appropriate action of City. The City Manager may exercise this authority on behalf of City. 18. Force Ma'eure.. Agreement No. 7535 Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either Party to the other. El Segundo, CA Citibot, Inc. I a 6) (A, r), Ld j��U�'n Signed PAYY41 �< CEO, W. Bratton Riley F`N 1"k1,A A 2 / 05 / 2026 Date Date ATTEST: Taxpayer ID: Susan Truax, City Clerk APPROVED AS TO FORM: Mark D. Hensl ,. City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Mary Shag n Brenna, Risk Manager 10